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Smooth Rock Ventures Corp (3)
Symbol SMRV
Shares Issued 12,337,425
Close 2026-02-17 C$ 0.325
Market Cap C$ 4,009,663
Recent Sedar+ Documents

Smooth Rock Ventures closes $363,524 private placement

2026-02-23 16:24 ET - News Release

Subject: Smooth Rock Ventures News Release Word Document

File: '\\swfile\EmailIn\20260223 131355 Attachment SMRV News Release 02-23-2026 Closes PP_final.docx'

1130 West Pender St.-Suite 555

Vancouver, B.C. V6E 4A4

Tel : 888 909-5548

Fax : 888 909-1033

Trading Symbols: TSXV: SMRV US-OTC: SMRVF

NEWS RELEASE

SMOOTH ROCK CLOSES NON-BROKERED PRIVATE PLACEMENT

Vancouver, B.C. February 23, 2026 - Smooth Rock Ventures Corp. ("Smooth Rock" or the "Company") (TSXV: SMRV; US-OTC: SMRVF) announces that it has closed a non-brokered private placement offering today with the issuance of a total of 3,462,142 units (the "Units") of the Company at a price of $0.105 per Unit for proceeds of $363,524.92 (the "Private Placement").

Each Unit consists of one (1) common share ("Share") in the capital of the Company and one (1) Share purchase warrant ("Warrant"), whereby each Warrant shall be exercisable by the warrant holder to acquire one (1) additional Share at a price of $0.15 for a period of 36 months from the closing of the Private Placement (the "Closing Date").

MI 61-101 Disclosure

An Insider of the Company subscribed for 200,000 Units in the Private Placement. The participation of insiders in the financing constitutes a "related party transaction", within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61 101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61 101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61 101, in respect of the related party participation in the financing, as neither the fair market value (as determined under MI 61 101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested party, exceeded 25% of the Company's market capitalization (as determined under MI 61 101).

All securities issued in connection with the Private Placement are subject to a statutory four-month hold period, expiring June 24, 2026, in accordance with applicable securities legislation. Completion of the Private Placement is subject to receipt of applicable regulatory approvals, including final acceptance by the TSX Venture Exchange.

The proceeds of Private Placement will be used primarily to fund work on the Company's mineral properties and for general working capital purposes.

About Smooth Rock Ventures Corp.

Smooth Rock Ventures Corp. is a US-based exploration-stage company engaged in the acquisition and exploration of mineral properties, primarily in the prolific Walker Lane mineral belt located in Nevada. The Company owns a 100% undivided interest in the Palmetto Gold Project, that consists of 116 unpatented mining claims totalling 2217 acres located in Esmeralda County, Nevada. The Project hosts a NI 43-101 compliant mineral resource estimation (WSP Canda Inc. McCraken 10-15-2020). Palmetto has seen significant exploration work completed to date by numerous companies including, Newmont Gold, Phelps Dodge Corp, Romarco Minerals, and most recently by ML Gold Corp. The initial "Discovery Hole" in 1988, was drilled by Phelps Dodge and bonanza gold-silver veins were subsequently drilled by Romarco Minerals in 1997-2002. For more information, visit www.smoothrockventures.com.

FOR MORE INFORMATION PLEASE CONTACT:

Chris Hobbs, CFO & Director

Tel: 416.276.6689

Email: info@smoothrockventures.com

Website: www.smoothrockventures.com

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements Regarding Forward Looking Information

This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this news release relate to, among other things, closing of the Private Placement, receipt of all necessary approvals in connection therewith, and use of proceeds of the Private Placement. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, social and regulatory uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, an inability on the part of the Company to obtain TSX Venture Exchange acceptance of the Private Placement and management's discretion to reallocate the use of proceeds. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. The Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.

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